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Meta Platforms announced it is creating a new class of non-voting shares to aid its rapid growth in artificial intelligence (AI) and other corporate endeavors. This decision follows a similar strategy employed by Alphabet (Google's parent company). The new shares, known as Class C shares, will be distributed one for each existing Class A and Class B share, effectively doubling the number of shares available for trading.

These shares will be introduced for public trading in January 2027. Meta plans to use the Class C shares for raising capital, compensating employees, financing acquisitions, and other corporate purposes. The company expects to offer these new shares periodically.

Meta's decision to issue non-voting shares is driven by the unprecedented capital requirements of its AI expansion. The company anticipates $135 billion to $145 billion in capital expenditures for 2026, which could negatively impact its credit rating if financed through debt. Equity financing through non-voting shares presents a more favorable alternative.

By issuing non-voting Class C stock, Meta can raise capital without diluting CEO Mark Zuckerberg's voting control, as he holds super-voting Class B shares. This structure allows Meta to sell shares to investors and use them for acquisitions or employee compensation without significantly reducing Zuckerberg's voting power.

The new Class C shares are expected to help preserve Zuckerberg's leadership at Meta. The special committee proposed sunset provisions that would convert his Class B shares into Class A shares under certain conditions, such as his death, disability, resignation, or a significant reduction in his equity. However, Zuckerberg has stated he does not support these provisions, as they would reduce his voting control over the company.

As of October 1, 2026, Zuckerberg holds approximately 60.6% of Meta's voting power and owns about 13.4% of the company's total shares. Upon receiving one Class C share for each Class B share, he will receive around 342.4 million Class C shares. Only 20% of the Class C shares received by the Holder Group (Zuckerberg and those he can transfer to) will be immediately saleable, with the remainder subject to restrictions to prevent him from monetizing his stake without losing voting influence.

This approach to raising capital is not entirely new, as Google implemented a similar strategy in 2012 with a non-voting Class C stock dividend. The company faced a shareholder class action in Delaware, which was later settled in 2013. Google agreed to compensate Class C holders if the shares traded at a discount of more than 1% to Class A shares over the first year.

The Class C stock dividend was distributed on April 2, 2014, and an adjustment payment of $522 million was made in 2015 based on the percentage discount between Class A and Class C share prices.